You
(individually and collectively referred to herein as the Subscriber) agree
to adhere to the following Terms of Use and Subscriber Agreement (the
Agreement) while utilizing Recruiters Online Network (individually and
collectively referred to herein as the System):

This System (which shall
include all information, products, services, software, databases, and
web site available from Recruiters Online Network or offered as part of
or in conjunction with Recruiters Online Network) is offered to the Subscriber,
conditioned on Subscriber's acceptance without modification of the terms,
conditions and notices contained herein. Subscriber's use of this System
constitutes agreement to all such terms, conditions and notices.

Eligibility

Subscriptions
to Recruiters Online Network are limited to 3rd party recruiting firms
who directly represent employers on a contingency or retained basis. Examples
of 3rd party recruiting firms may include but are not necessarily limited
to: headhunters, executive search firms, and staffing agencies.

Recruiters Online Network
reserves the right to determine, in its sole discretion, whether a firm
meets the eligibility requirements for subscriptions.

Subscriptions

All subscription offers are made to eligible, qualified,
Subscribers. By applying for a subscription, Subscribers agree to receive
our mailing and marketing materials. As the expiration date of a Subscriber's
subscription term approaches, the Subscriber may be invoiced for a new
subscription term. If the invoice is paid, the subscription and its associated
benefits will continue; otherwise, the subscription will become inactive
on its expiration date. When subscription becomes inactive, all features,
services, and benefits of the subscription cease. These may include but
are not limited to: jobs entered in the System, distribution of jobs,
web pages maintained by the System, resume forwarding services, domains
or domain forwarding services, and email aliases or email forwarding services.

Satisfaction Policy

If Subscriber is not satisfied with the products and/or
services provided by Recruiters Online
Network, promptly contact Subscription Services at 416.995.3693 and notify
Recruiters Online
Network of such dissatisfaction. Recruiters Online Network reserves the
right to request any
such dissatisfaction in writing. At such time, the parties agree to work
in good faith to
resolve any performance issues.

Advertisements

THE APPEARANCE OF EMPLOYMENT ADVERTISEMENTS OR
RESUMES IN THE SYSTEM DOES NOT NECESSARILY INDICATE ANY ENDORSEMENT OF,
OR AFFILIATION,OR RESUME OR ASSOCIATION WITH THE SYSTEM BY THE ENTITY
WHOSE ADVERTISEMENT APPEARS. RECRUITERS ONLINE NETWORK DOES NOT ENDORSE
ANY ENTITY ADVERTISING ON THE SYSTEM.

No Unlawful or Prohibited Uses

The System may be used only for lawful purposes
by Subscribers seeking to fill open, verifiable positions on behalf of
their client companies. As a condition of use of this System, Subscriber
warrants to Recruiters Online Network and its affiliates that Subscriber
will not use this System for any purpose that is unlawful or prohibited
by these terms, conditions and notices.

Prohibited Uses of the System include, but are not necessarily limited
to the following:

Reselling Forbidden. The reselling of any part
of the System or the services or benefits provided by the System is
expressly forbidden. All usage of the system must be contracted directly
via Recruiters Online Network or one of our authorized affiliates. Reselling
of the Recruiters Online Network System or any of its components without
prior, written permission from Recruiters Online Network will result
in an immediate cancellation, without refund, of any remaining portion
of the subscription amount and may be subject to legal action.

A Subscriber shall not place any employment
advertisement or candidate profile in the System that is not directly
represented by Subscriber's registered Office.

A Subscriber shall not make available (via phone,
fax, email, postal service, or electronically) the System or any information
obtained thereof to any person not working in Subscribers registered
Office.

A Subscriber is permitted one set of contact
information. (e.g. phone, fax, address, e-mail address, web domain,
and phone extension). Contact information is automatically included
in every employment advertisement Recruiters Online Network places on
each Subscriber's behalf. No additional contact information may be placed
within the advertisement.

A Subscriber shall not use or attempt to use
any engine, software, tool, agent, or other device or mechanism (including
browsers, spiders, robots, avatars, or intelligent agents) to navigate
or search the System The only search engines or search agents allowed
are those available to Subscribers from Recruiters Online Network through
the System or other generally available third party web browser (e.g.
Netscape Navigator, Microsoft Explorer).

A Subscriber shall not mass market or solicit
via e-mail, fax, or telephone, or other means to job seekers identified
through the candidate resources (including resume databases) or to other
Subscribers.

The sharing of passwords, login information,
or user identification is forbidden. Violation of this prohibition will
result in an immediate cancellation, without refund, of any remaining
portion of the subscription amount. Each Subscriber must use the login
information for his registered Office's subscription.

Except as otherwise expressly
provided, no Subscriber may modify, copy, distribute, transmit, display,
perform, reproduce, publish, license, create derivative works from,
transfer or sell any information, software, products or services obtained
from or available as part of or in conjunction with this System.

If Recruiters Online Network, in its sole
discretion, determines that a Subscriber has violated one or more of
these terms and conditions of this Usage Agreement, such violation(s)
may result in the immediate termination of that subscription without
refund.

Subscriber Responsibilities

All Subscribers agree to
the following:

Each Subscriber shall be responsible for the
accuracy, timeliness, and completeness of any employment advertisements
or candidate profiles its users place in the System.

Each Subscriber shall present in the System
only genuine, verifiable employment advertisements from Subscriber's
company or from verifiable companies with which Subscriber has a direct,
explicit, agency relationship.

A Subscriber shall not
post duplicate positions, multiple positions within one ad, or copy
(plagiarize) other employment advertisements or candidate profiles.

A Subscriber shall remove
employment advertisements and/or candidate profiles from the System
within two business days from the time such advertisements or profiles
become no longer viable or valid.

A Subscriber shall be
responsible for the actions and omissions of its users.

Content Searching and Distribution

The System may distribute
or "cross-post" some or all of a Subscriber's qualifying job(s)
and/or candidate profile(s) to one or more external sites or destinations.
Collectively, these sites/destinations are known as the RON
Career Advertising Network. Any list of the RON Career Advertising
Network constituent sites/destinations provided by the System are intended
to be representative of the Internet communities receiving employment
content from the System. They are not not exhaustive listings and are
subject to change.

The System may also provide
members with access to one or more searchable databases including, for
example: candidate profiles, jobs, and other members or employment profesionals.
The age and total number of records contained in those databases will
vary over time.

Links to Third Party Sites

This System may contain hyperlinks to web sites
operated by parties other than Recruiters Online Network and its affiliates.
Such hyperlinks are provided for reference only. Recruiters Online Network
and its affiliates do not control such web sites and are not responsible
for their contents. Recruiters Online Network and its affiliates
inclusion of hyperlinks to such web sites does not imply any endorsement
of the material on such web sites or any association with their operators.

Use of Information

Recruiters Online Network
and its affiliates may gather, process, and use information which Subscriber
provides directly (e.g., name, physical address, e-mail address), as well
as information regarding the manner in which Subscriber uses this System.
Please review our Privacy
Policy for more information.

Recruiters Online Network
reserves the right to control and regulate any and all information placed
in or presented through the System. This right shall include, but not
be limited to:

The removal of any
employment advertisements that remain in the System for more than sixty
(60) days.

The removal of any
employment advertisements, member profiles, resumes, or candidate profiles
deemed not suitable by Recruiters Online Network for publication on
the System.

A User is defined as an individual who is an
employee or agent of a Subscriber physically located in the Subscriber's
registered Office, and who is authorized by the Subscriber to accesses
and use Subscriber's subscription to the System.

An Office is defined as a single physical location
from which the System is routinely accessed and used by a Subscriber's
User(s). There can be only one Office per subscription.

A Subscriber is defined
as the customer firm which has been qualified and approved by Recruiters
Online Network and whose subscription is both in good standing an unexpired.
A Subscriber may have multiple Users, but only one registered Office.

Duplicate employment advertisements are
defined as:

posting the same job ad to multiple cities.
There must be a distinct job for every employment ad a Subscriber
posts.

Multiple jobs described within one advertisement.

Copied jobs are defined as: recreating, cutting
and pasting, or copying other employment advertisements from other members
or other companies and then posting or representing them as Subscriber's
own advertisements. This practice may also be referred to as job stealing,
job hijacking, or plagiarism.

Recruiters Online Network
and other names of the Recruiters Online Network products and/or services
referenced herein are trademarks or registered trademarks of Recruiters
Online Network. Other product and company names mentioned herein may be
the trademarks of their respective owners.

Modification of this Agreement

Recruiters Online Network reserves the right to
change the terms, conditions and notices under which this System is offered.

Liability Disclaimer

THE INFORMATION, SOFTWARE,
PRODUCTS AND SERVICES PUBLISHED ON THIS WEB SITE MAY INCLUDE INACCURACIES
OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION
HEREIN. Recruiters Online Network AND/OR ITS RESPECTIVE SUPPLIERS MAY
MAKE IMPROVEMENTS AND/OR CHANGES IN THIS SYSTEM AT ANY TIME.

Recruiters Online Network
AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY
OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN THIS
SYSTEM FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES
ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. RECRUITERS ONLINE NETWORK
AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS
WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING
ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, PRODUCT TITLE AND NON-INFRINGEMENT. IN NO EVENT
SHALL Recruiters Online Network AND/OR ITS SUPPLIERS BE LIABLE FOR ANY
DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE OR
WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, OR FOR ANY INFORMATION,
SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE
ARISING OUT OF THE USE OF THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT,
STRICT LIABILITY OR OTHERWISE, EVEN IF RECRUITERS ONLINE NETWORK OR ANY
OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE
SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.

General

This Agreement is governed
by the laws of the State of Texas, USA. Subscriber hereby consents to
the exclusive jurisdiction and venue of courts in Plano, Texas, USA in
all disputes arising out of or relating to the use of this System. Use
of this System is unauthorized in any jurisdiction that does not give
effect to all provisions of these terms and conditions, including without
limitation this paragraph.

Subscriber agrees that no
joint venture, partnership, employment or agency relationship exists between
Subscriber and Recruiters Online Network as a result of this agreement
or use of this System.

Recruiters Online Network
performance of this Agreement is subject to existing laws and legal process,
and nothing contained in this agreement is in derogation of Recruiters
Online Network's right to comply with law enforcement requests or requirements
relating to Subscriber's use of this System or information provided to
or gathered by Recruiters Online Network with respect to such use.

If any part of this Agreement
is determined to be invalid or unenforceable pursuant to applicable law
including, but not limited to, the warranty disclaimers and liability
limitations set forth above, then the invalid or unenforceable provision
will be deemed superseded by a valid, enforceable provision that most
closely matches the intent of the original provision and the remainder
of the Agreement shall continue in effect.

This Agreement constitutes
the entire agreement between the Subscriber and Recruiters Online Network
with respect to this System and it supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written, between
the Subscriber and Recruiters Online Network with respect to this System.
A printed version of this Agreement and of any notice given in electronic
form shall be admissible in judicial or administrative proceedings based
upon or relating to this Agreement to the same extent and subject to the
same conditions as other business documents and records originally generated
and maintained in printed form.

Fictitious names of companies,
products, people, characters and/or data that may be used herein are not
intended to represent any real individual, company, product or event.